EX-3.19.1 34 g71580ex3-19_1.txt ARTICLES OF INCORPORATION-DP MEDIA OF BOSTON,INC. 1 EXHIBIT 3.19.1 ARTICLES OF INCORPORATION OF D P MEDIA OF BOSTON, INC. The undersigned, acting as incorporator of D P MEDIA OF BOSTON, INC., under the Florida Business Corporation Act, adopts the following Articles of Incorporation. ARTICLE I. NAME The name of the corporation is: D P MEDIA OF BOSTON, INC. ARTICLE II. ADDRESS The mailing address of the corporation is: 400 North Ashley Drive, Suite 2300 Tampa, Florida 33602 ARTICLE III. COMMENCEMENT OF EXISTENCE The existence of the corporation will commence at 12:01 A.M., the date of filing of these Articles of Incorporation. ARTICLE IV. PURPOSE The corporation is organized to engage in any activity or business permitted under the laws of the United States and Florida. ARTICLE V. AUTHORIZED SHARES The maximum number of shares that the corporation is authorized to have outstanding at any time is 10,000 shares of common stock having a par value of $.01 per share. ARTICLE VI. INITIAL REGISTERED OFFICE AND AGENT The street address of the current registered office of the corporation is 701 Brickell Avenue, Suite 3000, Miami, Florida 33131-3209, and the name of the corporation's current registered agent at that address is Intrastate Registered Agent Corporation. 2 ARTICLE VII. INITIAL BOARD OF DIRECTORS The corporation shall have two directors initially. The number of directors may be either increased or diminished from time to time, as provided in the bylaws, but shall never be less than one. The names and street addresses of the initial directors are: Name Address Devon Paxson 231 Bradley Place, Suite 204 Palm Beach, Florida 33480 Roslyck Paxson 231 Bradley Place, Suite 204 Palm Beach, Florida 33480 ARTICLE VIII. INCORPORATOR The name and street address of the incorporator is: Name Address Bernard A. Barton, Jr. 400 North Ashley Drive Suite 2300 Tampa, Florida 33602 The incorporator of the corporation assigns to this corporation his rights under Section 607.0201, Florida Statutes, to constitute a corporation, and he assigns to those persons designated by the board of directors any rights he may have as incorporator to acquire any of the capital stock of this corporation, this assignment becoming effective on the date corporate existence begins. ARTICLE IX. BYLAWS The power to adopt, alter, amend, or repeal bylaws shall be vested in the board of directors and the shareholders, except that the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors. ARTICLE X. AMENDMENTS The corporation reserves the right to amend, alter, change, or repeal any provision in these Articles of Incorporation in the manner prescribed by law, and all rights conferred on shareholders are subject to this reservation. The undersigned incorporator, for the purpose of forming a corporation under the laws of the State of Florida, has executed these Articles of Incorporation this __________ day of March, 1998. ------------------------------------ Bernard A. Barton, Jr., Incorporator 2 3 CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED. Pursuant to Chapter 48.091, Florida Statutes, the following is submitted: That D P MEDIA OF BOSTON, INC., desiring to organize under the laws of the State of Florida with its initial registered office, as indicated in the Articles of Incorporation, at 701 Brickell Avenue, Suite 3000, Miami, Florida 33131-3209 has named Intrastate Registered Agent Corporation as its agent to accept service of process within this state. ACKNOWLEDGMENT: Having been named to accept service of process for the corporation named above, at the place designated in this certificate, I agree to act in that capacity, to comply with the provisions of the Florida Business Corporation Act, and am familiar with, and accept, the obligations of that position. Dated this ____ day of March, 1998. INTRASTATE REGISTERED AGENT CORPORATION By: ------------------------------------- Robert J. Grammig, Vice President 3